March2019

On March 28, the Wells Fargo Board of Directors elected Allen Parker, previously General Counsel, as interim CEO and president upon Tim Sloan’s retirement. Parker joins the Board as it begins the external search for a permanent CEO and president.

“In my two years at Wells Fargo, I have been deeply impressed with the commitment of our 259,000 team members to move this great company forward and to build an even stronger foundation for the future,” said interim CEO and President Allen Parker. “I am fully committed to this role as we continue the important work at hand in support of all our stakeholders, particularly our customers, and prepare for a smooth and effective transition to a permanent CEO.”

On March 12, Wells Fargo CEO Tim Sloan appeared before the House Financial Services Committee to detail significant progress in the company’s transformation.

“The past few years have taught us that our company does well by doing right. But doing right does not stop with simply repairing harm and rebuilding trust,” Sloan said in his opening statement. “It is an ongoing commitment by all of Wells Fargo’s 260,000 team members — starting with me — to put our customers’ needs first; to act with honesty, integrity, and accountability; and to strive to be the best bank in America.”

On Jan. 27, the first print ad in a new integrated marketing campaign called “This is Wells Fargo” ran in national, local, and African American publications.

Over the past two years, we have undertaken a massive effort to transform Wells Fargo, and that includes keeping customers and stakeholders informed about ongoing progress.

This ad provides greater insight into the very real changes Wells Fargo has made and continues to make as a company — the ongoing operational and organizational transformation and the renewed focus on our customers, team members, and communities.

Wells Fargo CEO Tim Sloan sent a message to all team members in the Charlotte, North Carolina, area on Jan. 6, sharing his perspective on a Charlotte Observer editorial. He also responded directly to the newspaper on Jan. 7.

“Make no mistake, we know there is more work to do and historical matters to resolve, but our progress in the past two years is real and is continuing. Our team members are focused on this path forward and we are, together, building a better Wells Fargo.

I thank our customers and partners for their loyalty and support, our stakeholders for their engagement, and our team members for their passion and commitment to deliver on our vision. Despite the view of your editorial board, we come to work every day proud to serve this great city and help our customers succeed. Our pride and dedication will only continue to strengthen and grow across Wells Fargo, including right here in Charlotte.”

October2018

As part of settling matters and moving forward, on Oct. 22 we announced an agreement with the Office of the Attorney General of the State of New York to resolve claims alleging certain misstatements and omissions in disclosures related to sales practices matters.

“We are pleased to reach this agreement. Wells Fargo did not admit liability, and we believe that putting this matter behind us is in the best interest of all of our stakeholders, including customers. The settlement costs have been previously accrued.

We are making strong progress in our work to rebuild trust, and this represents another step forward. Over the past two years, we have made fundamental changes to retail sales practices, and the claims in this settlement relate to past product sales goals that were eliminated in 2016. We remain focused on transforming Wells Fargo into a better company for our customers and other stakeholders.”

July2018

On July 20, the Office of the Comptroller of the Currency announced that Wells Fargo has successfully completed the requirements of a consent order from September 2016 related to compliance with the Servicemembers Civil Relief Act.

“We are proud to serve those who serve our country. Satisfying the consent order reaffirms Wells Fargo’s ongoing commitment and continued work to reestablish itself and provide the service and advice our customers deserve.” –CEO Tim Sloan

June2018

On June 14, the U.S. District Court for the Northern District of California approved a $142 million class-action lawsuit settlement known as Jabbari v. Wells Fargo Bank, N.A. The settlement class consists of all individuals who claim that Wells Fargo opened, without their consent, a consumer or small business checking or savings account or unsecured credit card or line of credit, or enrolled them, under certain circumstances, in Identity Theft Protection services, in each case between May 1, 2002, and April 20, 2017.

“We are pleased with this decision as it supports our efforts to help customers impacted by improper retail sales practices and ensures they have every opportunity for remediation,” said CEO Tim Sloan.

April2018

On April 20, we announced consent order agreements with the Office of the Comptroller of the Currency (OCC) and the Consumer Financial Protection Bureau (CFPB) to address previously disclosed matters regarding certain interest rate-lock extensions on home mortgages and collateral protection insurance (CPI) placed on certain auto loans.

“For more than a year and a half, we have made progress on strengthening operational processes, internal controls, compliance and oversight, and delivering on our promise to review all of our practices and make things right for our customers,” said CEO Tim Sloan. “While we have more work to do, these orders affirm that we share the same priorities with our regulators and that we are committed to working with them as we deliver our commitments with focus, accountability, and transparency. Our customers deserve only the best from Wells Fargo, and we are committed to delivering that.”

The orders require the company to pay $1 billion in total civil money penalties. Under the consent orders, we will also submit for review plans detailing our ongoing efforts to strengthen compliance and risk management, and our approach to customer remediation efforts.

March2018

On March 1, we filed our annual Form 10-K with the Securities and Exchange Commission, providing information on new and existing reviews and efforts under way to find and fix problems and rebuild trust.

In a companywide message, CEO Tim Sloan said, “When we discover a problem, we are moving to find the root cause and fix it — so we can be confident we are doing all we can to build a better, stronger Wells Fargo.”

On March 1, we announced that John S. Chen, Lloyd H. Dean, and Enrique Hernandez, Jr., currently the board’s longest serving directors, and Federico F. Peña, who was scheduled to retire from the board in 2019, have decided to retire at the company’s 2018 Annual Meeting of Shareholders. As a result of these retirements, which are part of the board’s regular succession planning practices, the board will nominate 12 of its current directors for election at the company’s Annual Meeting of Shareholders, scheduled to be held on April 24, 2018.

“On behalf of the entire board, I want to thank John, Lloyd, Rick, and Federico for their many contributions and service to our board and company,” said Board Chair Betsy Duke. “We respect their decisions to retire and know our board benefited greatly from their expertise and perspectives during their many years of service. We wish them well in the future.”

February2018

On Feb. 2, we announced our commitment to satisfy the requirements of a new consent order we agreed to with the Federal Reserve. We will provide plans to the Federal Reserve within 60 days that detail what already has been done, and is planned, to further enhance our board’s governance oversight, and our compliance and operational risk management.

Our plans will be reviewed by the Federal Reserve as well as an independent third party. Until the review is completed and we have adopted and implemented the plans to the satisfaction of the Federal Reserve, we are required to hold our total consolidated assets at December 31, 2017, levels.

In a message to customers, CEO Tim Sloan said, “I want to assure you that this consent order in no way affects our commitment to you or our ability to meet your current and future banking needs—providing you with the best service and advice. … While we still have work to do, we are a better bank today than we were a year ago and we become better and stronger each day.”

January2018

On Jan. 30, we announced that Sarah Dahlgren will join Wells Fargo as head of regulatory relations, effective March 12. Dahlgren will be responsible for oversight of regulatory relations for Wells Fargo’s Corporate Risk organization.

Dahlgren was most recently a partner in the Risk Practice at McKinsey & Company. Before joining McKinsey, Dahlgren had a 25-year career at the Federal Reserve Bank of New York, where she started as an examiner and rose to become executive vice president and head of financial-institution supervision. In that position, she was responsible for overseeing many of the largest banks operating in the United States and developing new supervisory policies and procedures.

“Wells Fargo is focused on transforming our risk management practices and we are committed to being very engaged and completely transparent with our regulators so they have a full understanding of the progress we are making in building a stronger organization,” said CEO Tim Sloan. “Hiring a leader with Sarah’s background is another important step in strengthening our risk infrastructure and organization.”

December2017

On Dec. 21, we announced the Stakeholder Advisory Council, which was formed to provide insight and feedback to the Board of Directors and senior management from the perspectives of our customers, team members, shareholders, and others.

The council’s focus will be to deepen the company’s understanding of current and emerging issues relevant to the company and its stakeholders, including serving the financial needs of underserved communities, diversity and social inclusion, and environmental sustainability. The council will include the participation of President and CEO Tim Sloan and will be led by Elizabeth “Betsy” Duke, who will become chair of the board on Jan. 1, 2018.

Council members include:

• Michael Calhoun, president, Center for Responsible Lending

• Mindy S. Lubber, CEO and president, Ceres

• Marc H. Morial, CEO and president, National Urban League

• Janet Murguía, CEO and president, UnidosUS

• Sister Nora Nash, director of Corporate Social Responsibility for the Sisters of St. Francis of Philadelphia, a member of the Interfaith Center on Corporate Responsibility

November2017

On Nov. 29, we announced a newly formed Commitment to Customer Center of Excellence, which centralizes customer remediation efforts for consumer businesses effective Dec. 1. Headed by Joe Rice, the new group will cover the company’s Community Banking, Consumer Lending, and Payments, Virtual Solutions & Innovation businesses.

On Nov. 29, the Board of Directors announced it elected three new independent directors as part of its succession planning and refreshment process. With this announcement, the board has named six new directors in 2017 and a total of eight new independent directors since 2015.

The three new directors, each of whom will join the board on Jan. 1, 2018, are:

• Celeste A. Clark, former chief sustainability officer and global public policy and external relations officer of Kellogg Company, where she led Kellogg’s global Corporate Communications, Public Affairs, Sustainability and Philanthropy functions.

• Theodore F. Craver, Jr., former chairman, president, and chief executive officer of Edison International, one of the nation’s largest electric utilities. Prior to joining Edison, Craver spent 23 years in banking and was corporate treasurer of First Interstate Bancorp, a Wells Fargo predecessor company.

• Maria R. Morris, who most recently was interim head of the U.S. Business and head of the Global Employee Benefits business of MetLife, Inc., where she previously was head of Technology and Operations.

October2017

Roemer, a 27-year financial services veteran, most recently served as group head of Compliance for Barclays. “Wells Fargo is committed to maintaining a strong compliance program,” said CEO Tim Sloan. “Hiring a leader with Mike’s credentials is an important step in our commitment to building a stronger compliance function and a better Wells Fargo.”

On Oct. 3, CEO Tim Sloan updated the U.S. Senate Committee on Banking, Housing and Urban Affairs on changes he has initiated and overseen since becoming CEO last fall. Sloan once again apologized to customers and team members who were affected by improper sales practices and pledged to continue the transformative changes made across the company over the last year.

August2017

On Aug. 31, we announced the completion of an expanded third-party review of retail banking accounts dating back to the beginning of 2009. Combined with a class-action settlement (Jabbari v. Wells Fargo et. al.) and ongoing broad customer outreach and complaint resolution, the completed analysis further paves the way for making things right for customers who may have been harmed by unacceptable retail sales practices.

On Aug. 15, we announced several changes to our Board of Directors, including naming Elizabeth A. “Betsy” Duke to succeed Stephen W. Sanger as independent Chair, effective Jan. 1, 2018.

Additional actions include the retirement of three long-serving directors (including Sanger) at year-end 2017, and adding a new independent director and changing the composition of Board committees, both effective Sept. 1, 2017.

The Board also expects to elect up to three additional independent directors before the 2018 annual meeting while maintaining an appropriate balance of experience and perspectives on the board.

In July 2016 we initiated a review of the CPI program in response to customer concerns and determined that certain external vendor processes and internal controls were inadequate. More important, we discovered that those deficiencies inadvertently harmed some of our customers. We discontinued the program in September 2016 and immediately started work, with the help of independent consultants, to ensure that our remediation plan addresses customer situations in a thoughtful way.

On July 8, the U.S. District Court of Northern California issued a court order granting preliminary approval of the class-action agreement for the improper retail sales practices lawsuit that was announced in March and expanded in April. (Jabbari v. Wells Fargo, N.A., et al.).

The agreement, which is subject to final court approval, would set aside $142 million for customer remediation and settlement expenses. As a next step, Wells Fargo and the plaintiffs are preparing to issue notices to current and former customers that will provide information about the process for making claims. This outreach will occur over the next three months.

June2017

On June 8, we announced the consolidation of the Community Banking Regional President (RP) and Area President (AP) roles into a single position to help reduce levels of management and tighten controls in the Community Bank.

The news followed a robust May 24 announcement of new leaders and other organizational changes in the Community Bank—all part of the ongoing effort to put customers first, provide expert training to team members, and strengthen oversight of risk.

In a companywide video message on April 10, CEO Tim Sloan acknowledged the Board of Directors’ report as “thorough, candid, and tough,” and said it “offers lessons that will influence how we continue to build a better Wells Fargo for all of our stakeholders, including you, our team members.” Read the news release >>

On April 10, our Board of Directors released findings of its independent investigation of retail banking sales practices and related matters, which included additional compensation actions. Total compensation actions now exceed $180 million after the Board mandated additional forfeitures and clawbacks from the former CEO and former head of the Community Bank. Read the news release >>

March2017

On March 28, we announced an agreement in principle to settle a class action lawsuit that will compensate customers who claim that Wells Fargo opened an account in their name without their consent, enrolled them in a product or service without their consent, or submitted an application for a product or service in their name without their consent.

To reinforce the accountability of senior management for the overall operational and reputational risk of Wells Fargo, the Board — after discussion with CEO Tim Sloan — eliminated 2016 bonuses. It also reduced the payout of 2014 performance shares that vested following 2016 by up to 50 percent for the eight senior leaders who were on the company’s Operating Committee prior to November 1, 2016.

CEO Tim Sloan announced ongoing executive accountability actions in a Mar. 1, 2017 message to all team members.

February2017

As part of its continuing review of committee responsibilities and oversight of risks, our Board made changes to enhance the risk oversight responsibilities of various Board committees, including the Risk Committee.

Our Board enhanced its oversight of conduct risk, including sales practices risk, by requesting reports on the alignment of team member conduct with our culture as reflected in our Vision & Values, our Code of Ethics and Business Conduct, and our company’s risk protocols. Our Board also enhanced Board committee oversight of conduct risk, and amended committee charters to reflect those changes.

On Feb. 20, our Board announced the election of two new independent directors — Karen Peetz and Ron Sargent — who bring financial services, client services, regulatory, and customer retail and marketing experience, as well as experience in the management of a large workforce serving customers globally through a variety of channels.

January2017

We created the Office of Ethics, Oversight and Integrity to centralize the handling of our global ethics and integrity program, internal investigations, complaints oversight, and sales practices oversight.

CEO Tim Sloan discussed the creation of the new group during a companywide town hall meeting from Dallas on Jan. 19, 2017.

Team members welcomed the news of the new incentive plan, which senior leaders discussed during several town hall meetings. “I’m actually excited to hear about the changes that the bank is making as it relates to sales goals as a part of performance — and more so, regaining the focus on customer relationships,” said Marcus Moses, an operational risk consultant, following a March 2 town hall in Charlotte, North Carolina. “A refocus on customer experience, I think, is going to be very successful for us as a bank.”

December2016

By the end of 2016, we had reached out to approximately 40 million retail and 3 million small business customers through statement messaging, other mailings, and online communications, asking them to contact us with any concerns. We also refunded a total of $3.26 million to customers with accounts that we could not rule out as unauthorized. This includes the $2.6 million in refunds that were disclosed as part of the legal and regulatory settlements announced on Sept. 8, 2016.

David Marks, who is overseeing customer remediation work, underscored the importance of those efforts in a Dec. 27, 2016, Wells Fargo Stories news article.

We launched a thorough review of and are making enhancements to our EthicsLine processes, with the support of a third-party expert.

We also expanded our “Raise Your Hand” initiative, encouraging team members to speak up when they see something unethical — or if they have an idea to help reduce risk.

On Nov. 10, CEO Tim Sloan announced “rebuilding trust” as a company priority in order to sharpen our focus on the task ahead, what our company and team members must accomplish together, and how best to serve our customers.

CEO Tim Sloan emphasized the importance of rebuilding trust during a companywide town hall meeting from Des Moines, Iowa.

Approximately 4,100 risk professionals who previously reported within various businesses were realigned to report into our central Corporate Risk Group to provide greater role clarity, increased coordination, and stronger oversight. An additional 1,100 risk professionals also will be realigned to report into Corporate Risk during 2017.

The move builds on ongoing efforts since 2015 to centralize human resources and other departments to improve oversight, accountability, and controls.

Senior leaders began a robust “Conversations Tour” internally to address concerns of team members in communities across the U.S. and to collect their thoughts on how to build a better Wells Fargo for the future.

“It’s been a great exchange of ideas and I really appreciate the team members being here today and asking great questions, giving me their feedback and perspective. And I can use that when I sit down with other members of senior management to decide what things we should be doing, how we should be focusing our time,” Perry Pelos, head of Wholesale Banking, said during a Conversations Tour session on Nov. 9, 2016, in Seattle.

From left: Effective Nov. 1, 2016, Franklin Codel was named new head of Consumer Lending; Avid Modjtabai was named head of a new Payments, Virtual Solutions and Innovation group; and Perry Pelos was named new head of Wholesale Banking. Also pictured: Mary Mack, new head of Community Banking.

September2016

In testimony with the U.S. House Financial Services Committee on Sept. 29, former CEO John Stumpf shared an update on our actions to address wrongful sales practices and announced we would accelerate the elimination of product sales goals in our retail bank from Jan. 1, 2017 to Oct. 1, 2016.

Pursuant to our sales practices settlements, we developed a program to offer mediation services at no charge to customers who believe we have not adequately resolved their complaints involving potentially unauthorized accounts.

“If one of our customers has a concern, we want them to come into one of our offices, one of our branches, give us a call,” Tim Sloan said in a companywide address to team members from Dallas on Jan. 19, 2017, after becoming CEO.

Mary Mack, head of Community Banking, created a new Change Leader position to redefine the business model in branches and call centers to focus on the customer experience.

In a Dec. 7, 2016, talk with team members hosted by Mary Mack in San Francisco, Laurey Cosentino, the new Community Banking Change Leader, cited four initial areas of focus: delivering an exceptional customer experience, deepening customer relationships, focusing on how to acquire new customers, and coaching team members.

On Sept. 27, our Board announced that former CEO John Stumpf and the Board agreed that he would forfeit all of his unvested equity awards (valued at approximately $41 million) and would forgo his salary while the Board’s investigation is pending.

The announcement also communicated that Carrie Tolstedt, former head of the Community Bank, had left the company; the Board determined that she would forfeit all of her unvested equity awards (valued at approximately $19 million). Tolstedt agreed not to exercise any of her fully vested stock options while the Board’s investigation is pending.

In addition, the Board determined that Stumpf and Tolstedt would not receive 2016 bonuses.

Former CEO John Stumpf sent an internal message to all Wells Fargo team members on Sept. 27, 2016, to convey the Board’s latest executive accountability actions.

On Sept. 20, in a hearing with the U.S. Senate Banking Committee, we announced we would voluntarily expand our reviews of retail and small business accounts to include 2009 and 2010, in addition to account reviews for 2011 to 2016 required under our consent orders. These reviews, as well as our ongoing data analysis, could lead to, among other things, an increase in the identified number of potentially impacted customer accounts.

In his testimony, former CEO John Stumpf outlined a series of actions the company would take to go beyond the scope of our consent orders and ensure our culture is wholly aligned with the interests of our customers.

On Sept. 13, we announced we would eliminate product sales goals in our retail bank beginning Jan. 1, 2017.

“Our objective has always been and continues to be to meet our customers’ financial needs and drive customer satisfaction,” said former CEO John Stumpf. “We are eliminating product sales goals because we want to make certain our customers have full confidence that our retail bankers are always focused on the best interests of customers.”

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